Section 17
of International Business Companies Order, 2000
Section 17
(1)
Subject to any relevant modification, any provisions to the contrary in this Order or any other law, and compliance with any conditions imposed by this Order an IBC has the power, and full capacity to carry on or undertake any business or activity, enter into any transaction and for such purposes to have full rights, powers and privileges irrespective of corporate benefit, to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of the objects or purposes of the IBC.
(2)
Without prejudice to the generality of subsection (1), the powers of an IBC include the power to do the following –
(a)
to issue any of the following types of shares –
(i)
voting shares;
(ii)
non-voting shares;
(iii)
shares that may have more or less than one vote per share;
(iv)
shares that may be voted only on certain matters or only upon the occurrence of certain events; and
Incorporating amendments until S 53/2017
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(v)
shares that may be voted only when held by persons who meet specified requirements;
(b)
to issue ordinary shares, preferred shares, limited shares or redeemable shares;
(c)
to issue shares that entitle participation only in certain assets;
(d)
to issue options, depository receipts, warrants or rights, or instruments of a similar nature, to acquire any securities of the IBC;
(e)
to issue securities that, at the option of the holder or of the IBC or upon the happening of a specified event, are convertible into, or exchangeable for, other securities in the IBC or any property then or to be owned by the IBC;
(f)
subject to sections 54(2) and (3) to purchase, redeem or otherwise acquire and hold its own shares;
(g)
to guarantee a liability or obligation of any person and secure any of its obligations by mortgage, pledge or other charge, of any of its assets for that purpose;
(h)
to protect the assets of the IBC for the benefit of the IBC, its creditors or its members or, at the direction of the directors, for the benefit of any person having a direct or indirect interest in the IBC;
(i)
to issue shares in any one or more currencies other than that of Brunei
Darussalam; and
(j)
to make gifts or donations and to enter into any transaction and, to do execute and perform any act deed matter or thing which may lawfully be done whether or not the same may, or may not, be for its immediate commercial benefit or for the purpose of directly advancing its own business.
(3)
For the purposes of subsection (2)(h), notwithstanding any other provision of this Order or of any other law (including any rule of law to the contrary), the directors may cause the IBC to transfer any of its assets in trust to one or more trustees or to any company, association, partnership, foundation or similar entity.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
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BLUV as at 20th June 2017
(4)
With respect to any such transfer as is referred to in subsection (3), the directors of the IBC may provide that the IBC, its creditors, its members or any person having a direct or indirect interest in the IBC, or any of them, may be the beneficiaries, creditors, members, certificate holders, partners or holders of any similar interest.
(5)
The rights or interests of any existing or subsequent creditor of the IBC in any assets of the IBC shall not be affected by any such transfer as is referred to in subsection (3), and those rights or interests may be asserted against any transferee in any such transfer.
Validity of acts of IBC.